Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Binary Portfolio, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.
Without limiting any of those representations or warranties, Binary Portfolio has the right (though not the obligation) to, in Binary Portfolio's sole discretion (i) refuse or remove any content that, in Binary Portfolio's reasonable opinion, violates any Binary Portfolio policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Binary Portfolio's sole discretion. Binary Portfolio will have no obligation to provide a refund of any amounts previously paid.
By signing up for a paid account you agree to pay Binary Portfolio monthly fees in exchange for the services listed. Applicable fees will be invoiced starting from the day your account is established and in advance of using such services. Binary Portfolio reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Any service can be canceled by you at anytime on 30 days written notice to Binary Portfolio.
Support. "Email support" means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by Binary Portfolio to respond within one business day). "Blackberry email support" means that support takes priority over support for users of the standard, free ChatBadge.com services. All support will be provided in accordance with Binary Portfolio standard practices, procedures and policies.
Binary Portfolio has not reviewed, and cannot review, all of the material, including computer software, posted onto ChatBadge, and cannot therefore be responsible for that material's content, use or effects. By operating an account, Binary Portfolio does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Binary Portfolio disclaims any responsibility for any harm resulting from the use by visitors of ChatBadge, or from any downloading by those visitors of content there posted.
As Binary Portfolio asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by ChatBadge.com violates your copyright, you are encouraged to notify Binary Portfolio in accordance with Digital Millennium Copyright Act ("DMCA") Policy. Binary Portfolio will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Binary Portfolio or others, Binary Portfolio may, in its discretion, terminate or deny access to and use of the Website. In the case of such termination, Binary Portfolio will have no obligation to provide a refund of any amounts previously paid to Binary Portfolio.
This Agreement does not transfer from Binary Portfolio to you any third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Binary Portfolio. Binary Portfolio, ChatBadge, ChatBadge.com, the ChatBadge.com logo, and all other trademarks, service marks, graphics and logos used in connection with ChatBadge.com, or the Website are trademarks or registered trademarks of Binary Portfolio or Binary Portfolio's licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Binary Portfolio, ChatBadge or third-party trademarks.
Binary Portfolio reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Binary Portfolio may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
Binary Portfolio may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your ChatBadge.com account (if you have one), you may simply discontinue using the Website. Notwithstanding the foregoing, if you have a paid account, such account can only be terminated by Binary Portfolio if you materially breach this Agreement and fail to cure such breach within thirty (30) days from Binary Portfolio's notice to you thereof; provided that, Binary Portfolio can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
The Website is provided "as is". Binary Portfolio and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Binary Portfolio nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. If you're actually reading this, here's a treat. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
In no event will Binary Portfolio, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Binary Portfolio under this agreement during the twelve (12) month period prior to the cause of action. Binary Portfolio shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You agree to indemnify and hold harmless Binary Portfolio, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to out of your violation this Agreement.
This Agreement constitutes the entire agreement between Binary Portfolio and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Binary Portfolio, or by the posting by Binary Portfolio of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Francisco County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Binary Portfolio may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.